COVER SHEET 0 0 1 - 3 1 7 4 SEC Registration Number L E I S U R E & R E S O R T S W O R L D C O R P O R A T I O N & S U B S I D I A R I E S (Company’s Full Name) 2 6 t h F l o o r , W e s t T o w e r , P S E C e n t e r E x c h a n g e R o a d O r t i g a s C e n t e r P a s i g C i t y (Business Address: No. Street City/Town/Province) Ma. Ruiza R. Hernane 634-2598 (Contract Person) (Company Telephone Number) 1 2 3 1 2 0 - I S 0 7 2 7 Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) Not Applicable (Secondary License Type, If Applicable) Not Applicable Dept. Requiring this Doc. Amended Articles Number/section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. 2 3 INFORMATION REQUIRED IN INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders (a) Date - July 26, 2019 Time - 2:00 p.m. Place - Midas Hotel and Casino, 2702 Roxas Boulevard, Pasay City Principal Office - 26/F West Tower, PSE Center, Exchange Road, Ortigas, Pasig City (b) Approximate date on which the Information Statement is first to be sent or given to security holders: July 5, 2019 Item 2. Dissenter’s Right of Appraisal: The appraisal right is generally available in the instances stated in Section 81 of the Corporation Code as follows: (1) In any case amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those outstanding shares of any class, or of extending or shortening the term of corporate existence. (2) In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; (3) In case of merger or consolidation. In the foregoing instances, any stockholder of the registrant may exercise his right of appraisal right in the manner provided below: (a) A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. (b) The dissenting stockholder shall make a written demand on the registrant for payment of the fair value of his shares within thirty (30) days after the date on which the vote was taken. The failure of the stockholder to make the demand within such period shall be deemed a waiver of the appraisal right. (c) If the proposed corporate action is implemented or effected, the registrant shall pay to such dissenting stockholder upon surrender of the certificate(s) of stock representing his shares within ten (10) days after demand thereof, provided the registrant has unrestricted retained earnings; and (d) Upon payment of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the registrant. In the present meeting, there are no matters to be acted upon which may give rise to any stockholder’s exercise of his right of appraisal. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon: There are no matters to be acted upon which a director, or officer of the registrant, each nominee for election as a director or each associate of any of the foregoing persons, have any substantial interest, direct or indirect, by security holdings or otherwise. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders thereof (a) Number of Shares Outstanding and entitled to be voted at the meeting: 1,199,852,512 common stock (as of June 11, 2019) 4 Number of votes to which each share is entitled: One (1) vote per share (b) All stockholders of record as of June 26, 2019 are entitled to notice and to vote at the Annual Stockholders’ Meeting. (c) Manner of Voting: Each stockholder of record as of June 26, 2019 shall have the right to vote in person or by proxy the number of shares of stock held in his name. In the election of directors, each stockholder entitled to vote, may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one (1) candidate as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many candidates as he shall see fit. (d) Security Ownership of Certain Record and Beneficial Owners and Management (1) Security Ownership of Certain Record and Beneficial Owners (more than 5%) Title of Class Name of Citizenship No. of Shares (As of March Name and address of Record Beneficial Owner Held Percent- 31, 2019) Owner and Relationship with Issuer and Relationship age with Record Held Holder Common PCD Nominee Corporation * Filipino ® 702,752,676 58.57% 37/F Tower I, The Enterprise Center 6766 Ayala Avenue corner Paseo de Roxas, Makati City Stockholder Common Zoraymee Holdings, Inc. Record Holder Filipino ® 111,267,658 9.27% 21/F Wynsum Corporate Plaza, same as Emerald Avenue, Ortigas Center, Beneficial Owner Pasig City Stockholder Common Grandshares Inc. Record Holder Filipino ® 120,000,000 10.00% 2809 Raffles Corporate Center, same as Emerald Avenue, Ortigas Center, Beneficial Owner Pasig City Stockholder Common Alfredo Abelardo Benitez Record Holder Filipino ® 134,841,249 11.24% 26/F West Tower, PSE Center, Ortigas same as Center, Pasig City Beneficial Owner Stockholder * Beneficial owners under PCD Nominee Corporation that holds more than 5% shares are Venture Securities, Inc., which holds 147,510,641 shares or 12.29% and Platinum Securities, Inc., which holds 133,835,473 shares or 11.15%. Venture Securities, Inc. and Platinum Securities, Inc. will be asked to appoint and authorize a representative who will vote in behalf of said corporations. Except for the above mentioned *beneficial owner, none of the common shares registered under the name of PCD Nominee Corporation owns more than 5% of the Company’s common stock. PCD Nominee Corporation is a wholly owned subsidiary of the Philippine Central Depository and is the registered owner of the shares in the books of the Stock Transfer Service, Inc., the transfer agent of the registrant, and holds the shares in behalf of the beneficial owners. Mr. Ignatius Yenko, President of Zoraymee Holdings, Inc. has been authorized to exercise voting power over the shares of said record holder and beneficial owner. Grandshares, Inc., through its Chairman and President, Ricardo D. Morales, authorizes the Chairman of the meeting to exercise voting power over its shares. (2) Security Ownership of Management as of 31 March 2019 5 Nationality Total Direct & % to Total Outstanding Name Direct Indirect Indirect Shares Shares Reynaldo P. Bantug Filipino 2 120,000 120,002 0.01 Edgardo S. Lopez Filipino 2 0 2 0 Willy N. Ocier Filipino 3,707,200 0 3,707,200 0.31 Eusebio H. Tanco Filipino 10,432,480 22,672,729 33,105,209 2.76 Ignatius F. Yenko Filipino 1,200 0 1,200 0 Anthony L. Almeda Filipino 2 0 2 0 Bienvenido M. Santiago Filipino 2 0 2 0 Clarita T. Zarraga Filipino 1 6,600 6,601 0 Paolo Martin O. Filipino 3,000 0 3,000 0 Bautista Carlos G. Baniqued Filipino 2 0 2 0 Eng Hun Chuah Malaysian 2 0 2 0 Rafael Jasper S. Filipino 0 38,800 38,800 0 Vicencio Ma. Ruiza R. Hernane Filipino 0 0 0 0 Ma. Antonia L. Cabili Filipino 0 0 0 0 Total 14,143,893 22,838,129 36,982,022 3.08 6 (3) Voting Trust Holders of 5% or More No person holds more than five percent (5%) of a class under voting trust or similar arrangement. (4) Change in Control There has been no change in control of the Corporation since the beginning of 2012 and the Corporation is not aware of any existing, pending, or potential transaction which may result in such a change in control. (e) Below is the summary list of foreign ownership as of 31 March 2019, the nationality, number of shareholders, the number of common shares held and the percentage of common shares held by each: Nationality No. of No. of Shares % To Total Shareholders Held American 10 141,117 0.01 British 1 13,619 0.00 Chinese 72 2,152,907 0.18 German 1 1,064 0.00 Spanish 2 19,442 0.00 Others 2 53,534,349 4.46 Preferred shares are composed of 99.85% Filipino and 0.15% Foreign while warrants are composed of 99.27% Filipino and 0.73% Foreign. Item 5. Directors and Executive Officers (a) Legal Proceedings To the best of the registrant’s knowledge and belief, and except as otherwise disclosed, there are no material pending legal proceedings in any court or administrative agency of the Government to which any of the directors and executive officers of the registrant is a party. b) Directors and Executive Officers 1. Directors and Executive Officers Directorships Citizenship Business Experience Name Age in Other Companies For the Past Five Years Reynaldo P.